Common use of No Pending or Threatened Proceedings Clause in Contracts

No Pending or Threatened Proceedings. Except as set forth in the Disclosure Letter (Appendix “­D”): (a) There is no pending Proceeding: (i) That has been commenced by or against The Company or that otherwise relates to or may affect the business of, or any of the assets owned, leased or used by, The Company; or (ii) That challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions; or (iii) That Threatens to subject any officer, director, agent, or employee of The Company or any of its Subsidiaries to any Order that would prohibit such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of The Company. (b) To the knowledge of The Company and the Shareholders: (i) no such Proceeding has been Threatened, and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. The Proceedings listed in the Disclosure Letter (Appendix “­D”) will not have a Material Adverse Effect on the business, operations, assets, condition, or prospects of The Company.